---

UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**WASHINGTON, DC 20549**

**FORM 10-QSB**

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number **000-30087**

**AMG OIL LTD.**(Exact name of Small
Business Issuer as Specified in its Charter)

|State of Nevada                         | N/A                   
|--------------------------------------- | ----------------------
|(State or other jurisdiction            | (I.R.S. Employer      
|of Incorporation
      or Organization) | Identification Number)

2800-600 17th Street, South Denver, CO. 80202-5428
(Address of Principal Executive Offices) (303) 226-5889(Issuer's Telephone Number)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [
X ] No [ ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. Common stock,
$.00001 par value per share: 23,200,000 outstanding as of August 13, 2008.

Transitional Small Business Disclosure Format (check one): Yes [
] No [ X ]

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|AMG OIL LTD.                                
|--------------------------------------------
|Quarterly Report On Form 10-QSB             
|For The Quarterly Period Ended June 30, 2008
|INDEX                                       

|PART I - FINANCIAL INFORMATION
|------------------------------
|Item 1.                       
|Item 2.                       
|Item 3.                       
|                              
|PART II  OTHER INFORMATION   
|Item 1.                       
|Item 2.                       
|Item 3.                       
|Item 4.                       
|Item 5.                       
|Item 6.                       
|                              
|SIGNATURES                    

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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited interim financial statements of AMG Oil
Ltd. (the Company) are included in this Quarterly Report on Form 10-QSB:

|                                                                                                    | Page
|--------------------------------------------------------------------------------------------------- | ----
|Interim Balance Sheets as
      of June 30, 2008 and 2007                                           | F-1 
|Interim Statements of Operations for the
      three and nine months ended June 30, 2008 and 2007   | F-2 
|Interim Statements of Changes
      in Stockholders Equity for the nine months ended June 30, 2008 | F-3 
|Interim Statements of Cash Flows for the
      three and nine months ended June 30, 2008 and 2007   | F-4 
|Notes to the Interim Financial
      Statements                                                     | F-5 

---

|AMG OIL LTD.                              
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Interim Balance Sheets                    
|(Expressed in
      United States Dollars)

|                                                    |   | June 30,    |   |   | June 30,    |   |   | September 30, |  
|--------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ------------- | -
|                                                    |   | 2008        |   |   | 2007        |   |   | 2007          |  
|                                                    |   | (Unaudited) |   |   | (Unaudited) |   |   | (Audited)     |  
|                                                    |   |             |   |   |             |   |   |               |  
|Assets                                              |   |             |   |   |             |   |   |               |  
|                                                    |   |             |   |   |             |   |   |               |  
|Current                                             |   |             |   |   |             |   |   |               |  
|                                                    |   |             |   |   |             |   |   |               |  
|Cash and cash equivalents                           | $ | 1,163,074   |   | $ | 1,328,173   |   | $ | 1,318,132     |  
|Prepaid expenses                                    |   | 107         |   |   | -           |   |   | 150           |  
|                                                    |   |             |   |   | -           |   |   |               |  
|Total Current
      Assets and Total Assets         | $ | 1,163,181   |   | $ | 1,328,173   |   | $ | 1,318,282     |  
|                                                    |   |             |   |   |             |   |   |               |  
|Current Liabilities                                 |   |             |   |   |             |   |   |               |  
|                                                    |   |             |   |   |             |   |   |               |  
|Accounts payable and accrued liabilities            | $ | 4,094       |   | $ | 8,159       |   | $ | 8,155         |  
|Due to related parties (Note 4)                     |   | 3,032       |   |   | 2,689       |   |   | 2,535         |  
|                                                    |   |             |   |   |             |   |   |               |  
|Total Current Liabilities and Total Liabilities     |   | 7,126       |   |   | 10,848      |   |   | 10,690        |  
|                                                    |   |             |   |   |             |   |   |               |  
|Commitments and Contingencies (Notes 1
      and 5) |   | -           |   |   | -           |   |   | -             |  
|                                                    |   |             |   |   |             |   |   |               |  
|Stockholders Equity                                |   |             |   |   |             |   |   |               |  
|Common voting stock (Note 3) $0.00001 par value     |   |             |   |   |             |   |   |               |  
|100,000,000 shares authorized                       |   |             |   |   |             |   |   |               |  
|Issued and outstanding at September 30, and         |   |             |   |   |             |   |   |               |  
|June 30:                                            |   |             |   |   |             |   |   |               |  
|2008: 23,200,000 shares                             |   |             |   |   |             |   |   |               |  
|2007: 23,200,000 shares                             |   | 232         |   |   | 232         |   |   | 232           |  
|Additional paid-in capital                          |   | 4,215,984   |   |   | 4,194,600   |   |   | 4,194,600     |  
|Deficit accumulated during the exploration stage    |   | (3,060,161  | ) |   | (2,877,507  | ) |   | (2,887,240    | )
|                                                    |   |             |   |   |             |   |   |               |  
|Total Stockholders Equity                          |   | 1,156,055   |   |   | 1,317,325   |   |   | 1,307,592     |  
|                                                    |   |             |   |   |             |   |   |               |  
|Total Liabilities and Stockholders Equity          | $ | 1,163,181   |   | $ | 1,328,173   |   | $ | 1,318,282     |  

See accompanying notes to the interim financial statements
F1

---

|AMG OIL LTD.                              
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Interim Statements of Operations          
|(Unaudited)                               
|(Expressed in
      United States Dollars)

|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   | Cumulative      |  
|---------------------------------- | - | ------------ | - | - | ------------ | - | - | ----------- | - | - | ----------- | - | - | --------------- | -
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   | from Inception  |  
|                                   |   | Three Months |   |   | Three Months |   |   | Nine months |   |   | Nine months |   |   | on February 20, |  
|                                   |   | Ended        |   |   | Ended        |   |   | Ended       |   |   | Ended       |   |   | 1997 to         |  
|                                   |   | June 30,     |   |   | June 30,     |   |   | June 30,    |   |   | June 30,    |   |   | June 30,        |  
|                                   |   | 2008         |   |   | 2007         |   |   | 2008        |   |   | 2007        |   |   | 2008            |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Expenses                           |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|General and administrative         | $ | 53,963       |   | $ | 17,726       |   | $ | 184,701     |   | $ | 64,184      |   | $ | 1,158,982       |  
|Loss on sale of investments        |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 17,820          |  
|Write-down of investments          |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 234,780         |  
|Write-off of loan
      receivable |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 30,000          |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Total expenses                     |   | (53,963      | ) |   | (17,726      | ) |   | (184,701    | ) |   | (64,184     | ) |   | (1,441,582      | )
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Other items                        |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Interest income                    |   | 7,574        |   |   | 16,369       |   |   | 33,164      |   |   | 48,587      |   |   | 190,215         |  
|Stock option
      compensation    |   | -            |   |   | -            |   |   | (21,384     | ) |   | -           |   |   | (21,384         | )
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Net loss from continuing           |   | (46,389      | ) |   | (1,357       | ) |   | (172,921    | ) |   | (15,597     | ) |   | (1,272,751      | )
|operations                         |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Net loss from discontinued         |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|operations                         |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (1,787,410      | )
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Net loss                           | $ | (46,389      | ) | $ | (1,357       | ) | $ | (172,921    | ) | $ | (15,597     | ) | $ | (3,060,161      | )
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Basic loss per share:              |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|From continuing                    | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.01       | ) | $ | (0.00       | ) |   |                 |  
|operations                         |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|From discontinued                  |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|operations                         |   | (0.00        | ) |   | (0.00        | ) |   | (0.00       | ) |   | (0.00       | ) |   |                 |  
|                                   | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.01       | ) | $ | (0.00       | ) |   |                 |  
|                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Weighted average number            |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|of common shares                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|outstanding                        |   | 23,200,000   |   |   | 23,200,000   |   |   | 23,200,000  |   |   | 23,200,000  |   |   |                 |  

See accompanying notes to the interim financial statements
F2

---

|AMG OIL LTD.                                               
|-----------------------------------------------------------
|(An Exploration Stage Enterprise)                          
|Interim Statements of Changes in Stockholders
      Equity
|(Unaudited)                                                
|(Expressed in
      United States Dollars)                 
|                                                           
|For the Nine
      months Ended June 30, 2008              

|                           |  |              |  |   |         |  |   |             |  |   | Deficit       |   |   |           |  
|-------------------------- |  | ------------ |  | - | ------- |  | - | ----------- |  | - | ------------- | - | - | --------- | -
|                           |  |              |  |   |         |  |   |             |  |   | Accumulated   |   |   |           |  
|                           |  |              |  |   |         |  |   | Additional  |  |   | During the    |   |   | Total     |  
|                           |  | Common Stock |  |   | Paid-in |  |   | Exploration |  |   | Stockholders |  
|                           |  | Shares       |  |   | Amount  |  |   | Capital     |  |   | Stage         |   |   | Equity    |  
|                           |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|Balance at September 30,   |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|2007                       |  | 23,200,000   |  | $ | 232     |  | $ | 4,194,600   |  | $ | (2,887,240    | ) | $ | 1,307,592 |  
|Stock option compensation  |  | -            |  |   | -       |  |   | 21,384      |  |   | -             |   |   | 21,384    |  
|                           |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|Net loss during the period |  | -            |  |   | -       |  |   | -           |  |   | (172,921      | ) |   | (172,921  | )
|                           |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|Balance at June 30, 2008   |  | 23,200,000   |  | $ | 232     |  | $ | 4,215,984   |  | $ | (3,060,161    | ) | $ | 1,156,055 |  

See accompanying notes to the interim financial statements
F3

---

|AMG OIL LTD.                              
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Interim Statements of Cash Flows          
|(Unaudited)                               
|(Expressed in
      United States Dollars)

|                                            |   |              |   |   |              |   |   |             |   |   |             |   |   | Cumulative          |  
|------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ----------- | - | - | ----------- | - | - | ------------------- | -
|                                            |   | Three Months |   |   | Three Months |   |   | Nine months |   |   | Nine months |   |   | from Inception      |  
|                                            |   | Ended        |   |   | Ended        |   |   | Ended       |   |   | Ended       |   |   | on February 20,     |  
|                                            |   | June 30,     |   |   | June 30,     |   |   | June 30,    |   |   | June 30,    |   |   | 1997 to             |  
|                                            |   | 2008         |   |   | 2007         |   |   | 2008        |   |   | 2007        |   |   | June
      30, 2008 |  
|Cash provided by (used in):                 |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Operating Activities                        |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Net loss from continuing operations         | $ | (46,389      | ) | $ | (1,357       | ) | $ | (172,921    | ) | $ | (15,597     | ) | $ | (1,272,751          | )
|Adjustments to reconcile net loss to        |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|cash used in operating activities:          |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Depreciation                                |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 5,889               |  
|Net compensation expense from               |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|stock options                               |   | -            |   |   | -            |   |   | 21,384      |   |   | -           |   |   | 206,259             |  
|Loss on sale of investments                 |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 17,820              |  
|Write-down of investments                   |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 234,780             |  
|Write-off of loan receivable                |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 30,000              |  
|Changes in non-cash working capital:        |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Prepaid expenses                            |   | 5,963        |   |   | -            |   |   | 43          |   |   | -           |   |   | (107                | )
|Accounts payable and accrued                |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|liabilities                                 |   | (3,291       | ) |   | 159          |   |   | (4,061      | ) |   | (4,363      | ) |   | 4,094               |  
|Due to
      related parties                |   | (867         | ) |   | (966         | ) |   | 497         |   |   | (149        | ) |   | (19,202             | )
|Net cash used in continuing                 |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | -                   |  
|operations                                  |   | (44,584      | ) |   | (2,164       | ) |   | (155,058    | ) |   | (20,109     | ) |   | (793,218            | )
|Net cash provided by discontinued           |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|operations                                  |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 60,405              |  
|Net cash used in operating activities       |   | (44,584      | ) |   | (2,164       | ) |   | (155,058    | ) |   | (20,109     | ) |   | (732,813            | )
|Financing Activities                        |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Common shares issued for cash               |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 4,039,957           |  
|Common shares re-purchased with             |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|cash                                        |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (30,000             | )
|Net cash provided by financing              |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|activities                                  |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 4,009,957           |  
|Investing Activities                        |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Loan receivable                             |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (30,000             | )
|Purchase of investments                     |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (324,856            | )
|Proceeds from sale of investments           |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 82,256              |  
|Oil and gas exploration expenditures        |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (1,835,581          | )
|Purchase of property and equipment          |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (5,889              | )
|Net cash used in
      investing activities |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (2,114,070          | )
|Net increase (decrease) in cash             |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|during the period                           |   | (44,584      | ) |   | (2,164       | ) |   | (155,058    | ) |   | (20,109     | ) |   | 1,163,074           |  
|Cash position - Beginning of period         |   | 1,207,658    |   |   | 1,330,337    |   |   | 1,318,132   |   |   | 1,348,282   |   |   | -                   |  
|Cash position 
      End of period         | $ | 1,163,074    |   | $ | 1,328,173    |   | $ | 1,163,074   |   | $ | 1,328,173   |   | $ | 1,163,074           |  
|Supplemental disclosure of net-cash         |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|discontinued operations:                    |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Net loss from discontinued operations       | $ | -            |   | $ | -            |   | $ | -           |   | $ | -           |   | $ | (1,787,410          | )
|Gain on forgiveness of debt                 |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 22,234              |  
|Write-off of oil and gas interest           |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 1,832,520           |  
|Gain on sale of oil and gas interest        |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (6,939              | )
|Net cash provided by discontinued           |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|operations                                  | $ | -            |   | $ | -            |   | $ | -           |   | $ | -           |   | $ | 60,405              |  
|Supplemental disclosure of non-cash         |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|investing activities:                       |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Purchase of investments                     | $ | -            |   | $ | -            |   | $ | -           |   | $ | -           |   | $ | (10,000             | )

See accompanying notes to the interim financial statements
F4

---

|AMG OIL LTD.                                          
|------------------------------------------------------
|(An Exploration Stage Enterprise)                     
|Notes to the Interim Financial Statements             
|(Unaudited)                                           
|(Expressed in
      United States Dollars)            
|                                                      
|For the Nine
      months Ended June 30, 2008 and 2007

NOTE 1 - NATURE OF OPERATIONS AND CONTINGENCIES

The plan of operations for the Company is to acquire a business
either through purchase, merger, consolidation, application or other means.
Initially, management of the Company anticipates concentrating its efforts on
locating and acquiring a business, properties, or other assets, or combination
thereof, in the oil and gas industry, although management may cause us to
attempt to acquire a business in another area. However, there can be no
assurance that the Company will be able to find a suitable business to acquire,
successfully negotiate the terms of any acquisition, or have the assets to
complete any transaction.

These financial statements have been prepared in accordance
with generally accepted accounting principles in the United States on a going
concern basis, which contemplates the realization of assets and the liquidation
of liabilities in the ordinary course of business. They do not include any
adjustments to the recoverability and classification of recorded assets amounts
and liabilities that might be necessary should the Company be unable to continue
as a going concern. The Company has no revenue producing operations and has
incurred recurring operating losses and an accumulated deficit of $3,060,161 at
June 30, 2008. These factors, among others, raise substantial doubt about the
Companys ability to be able to continue as a going concern. The future of the
Company and the realization of its asset values will depend upon the Companys
ability to obtain adequate financing and continuing support from stockholders
and creditors to attain profitable operations. The Company has no significant
commitments or contractual obligations with any parties respecting executive
compensation, consulting arrangements or other matters, except as disclosed
elsewhere in these notes.

The Company is an exploration stage enterprise and is required
to identify that these financial statements are those of an exploration stage
enterprise in accordance with paragraph 12 of Statement of Financial Accounting
Standards No. 7 and is focusing on acquiring suitable resource-based assets.

NOTE 2 - ACCOUNTING PRINCIPLES AND USE OF ESTIMATES

The accompanying unaudited interim financial statements of AMG
Oil Ltd. have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form 10-QSB
as prescribed by the Securities and Exchange Commission. This Form 10-QSB should
be read in conjunction with the Companys September 30, 2007 Form 10-KSB. All
material adjustments which, in the opinion of management, are necessary for a
fair presentation of the results for the interim periods have been reflected.
The results of the nine months ended June 30, 2008 are not necessarily
indicative of the results to be expected for the full year.

F5

---

NOTE 3 - COMMON STOCK

Authorized and Issued Share Capital

The authorized share capital of the Company is 100,000,000
shares of common stock with a par value of $0.00001 per share.

|                                                      |  | Number          |  |   | Stated    | 
|----------------------------------------------------- |  | --------------- |  | - | --------- | 
|Issued and fully paid:                                |  | of
      Shares |  |   | Value     | 
|Balance at September 30, 2007 and June 30,
      2008 |  | 23,200,000      |  | $ | 4,216,216 | 

Stock Options

At June 30, 2008, the following stock options are
outstanding:

Number
    Price
    ExpiryOf Options
    per
      Share
    Date396,000
    $0.25
    February 28, 2009


Share Purchase Warrants

At June 30, 2008, the following share purchase warrants are
outstanding:

Number
    Price
    ExpiryOf Warrants
    per
      Share
    Date6,600,000
    $0.50
    February 28, 2009


On February 26, 2008, the Company extended the February 28,
2008 expiry date of the Companys 6,600,000 share purchase warrants and 396,000
stock options to February 28, 2009. Each warrant and stock option entitles the
holder to purchase one common share of the Company at price of US$0.50 and
US$0.25, respectively, until expiry.

NOTE 4  RELATED PARTY TRANSACTIONS

During the nine months ended June 30, 2008, the Company
incurred $46,219 (June 30, 2007: $33,737) of mainly general and administrative
costs through DLJ Management Corp., (DLJ), a wholly-owned subsidiary of
Trans-Orient Petroleum Ltd. (Trans-Orient). The amount represents costs
incurred by DLJ on behalf of the Company. At June 30, 2008 the Company owes DLJ
$3,032 (June 30, 2007: $2,689). Trans-Orient is related to the Company through a
common director and officer and DLJ employs a director of the Company.

During the nine months ended June 30, 2008, two directors were
paid $12,237 (2007: $10,120 paid to one director) of which $11,237 (2007: $
10,120) was paid indirectly through DLJ for time spent on the Company.

NOTE 5  COMMITMENTS

On October 1, 2007, the Company entered into a consulting
agreement to provide advisory services to the Company on an on-going basis that
includes monthly compensation of $5,000 per month.

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|ITEM 2. | MANAGEMENTS DISCUSSION and ANALYSIS
|------- | ------------------------------------

The following discussion of our financial condition, changes in
financial condition and results of operations for the nine months ended June 30,
2008 should be read in conjunction with our unaudited interim financial
statements and related notes for the nine months ended June 30, 2008.

Forward Looking Statements

Certain information in this report including statements made in
"Management's Discussion and Analysis", "Description of Business" and elsewhere
contain "forward-looking statements". All statements other than statements of
historical fact are "forward-looking statements", including any projections of
earnings, revenues or other financial items, any statements of the plans and
objectives of management for future operations, any statements concerning
proposed new products or services, any statements regarding future economic
conditions or performance, and any statements of assumptions underlying any of
the foregoing. In some cases, forward-looking statements can be identified by
the use of terminology such as "may," "will," "expects," "plans," "anticipates,"
"estimates," "potential," or "continue," or the negative thereof or other
comparable terminology. Although AMG Oil Ltd believes that the expectations
reflected in its forward-looking statements are reasonable, it can give no
assurance that such expectations or any of its forward-looking statements will
prove to be correct, and actual results could differ materially from those
projected or assumed in these forward-looking statements.

Forward-looking statements include but are not limited to:

- AMG Oil Ltds ability to implement successfully its operating strategy;
- Future financial performance as estimated in AMG Oil Ltds financial
  projections;
- AMG Oil Ltds forecasts of market demand; and,
- Highly competitive market conditions.

This list of categories of forward-looking statements should
not be construed as exhaustive. AMG Oil Ltd will not update or revise any
forward-looking statements.

The following discussion contains forward-looking statements
that involve risks, uncertainties and assumptions. Our actual results may differ
materially from those anticipated in these forward-looking statements as a
result of many factors, including, but not limited to, those set forth under
Risk Factors in our annual report on Form 10-KSB for the year ended September
30, 2007, elsewhere in that report and in this quarterly report.

Going Concern

Our financial statements have been prepared in accordance with
generally accepted accounting principles in the United States on a going concern
basis, which contemplates the realization of assets and the liquidation of
liabilities in the ordinary course of business. They do not include any
adjustments to the recoverability and classification of

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recorded asset amounts and liabilities that might be necessary
should we be unable to continue as a going concern. We have incurred recurring
operating losses and have an accumulated deficit of $3,060,161. These factors,
among others, raise substantial doubt about our ability to be able to continue
as a going concern. The future of our company will depend upon our ability to
obtain adequate financing, acquire a suitable resource based asset and maintain
continuing support from shareholders and creditors to attain profitable
operations.

Description of Business

Overview

The Registrant was previously engaged in the acquisition and
exploration of resource properties, but has been inactive since 2003. Currently,
the Registrants only asset is cash. Accordingly, the Registrant is a shell
company within the meaning assigned that term in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended (the Exchange Act).

The Registrant is administered through its corporate office
located at 600 17th Street, Suite 2800, South Denver, CO, USA
80202-5428. The Registrants telephone number is (303) 226-5889.

Corporate History

The Registrant was incorporated on February 20, 1997 under the
name "Trans New Zealand Oil Company" by filing its Articles of Incorporation
with the Secretary of State of Nevada. The Registrant changed its name to AMG
Oil Ltd. on July 27, 1998. The Registrant's fiscal year end is September 30.

From 1999 to 2003, the Registrant was modestly active in
seeking suitable oil and gas properties for exploration and development in New
Zealand. It withdrew from the New Zealand exploration permit during the 2003
fiscal year, and assigned its interest to the other participants in the permit.

On February 1, 2006, the British Columbia Securities Commission
granted the Registrants application to be designated as a reporting issuer
under the Securities Act (British Columbia). Accordingly, the Registrant and its
insiders are now subject to the continuous disclosure requirements under the
securities laws of the Province of British Columbia, Canada.

Current Status

The Registrant does not receive any revenue from its
discontinued oil and gas operations in New Zealand and has no significant
assets, tangible or intangible other than cash. The Registrant has no history of
earnings and there is no assurance that the business of the Registrant will be
profitable. As at the end of the quarter ended June 30, 2008, the Registrant has
an accumulated deficit of $3,060,161 which includes a loss of $172,921 for the
nine month period ending June 30, 2008 and the Registrant is expected to
continue incurring operating losses and accumulating deficits in future periods.
The Registrant has no significant future obligations.

We currently have ongoing obligations with respect to our
corporate operations and we expect to have sufficient capital required to
continue our ongoing activities over the next twelve months.

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There can be no assurance that we will earn revenue, operate profitably or provide a return on investment to our security holders. We now propose to derive all of our revenue from the intended acquisition of suitable resource based assets.

The board of directors has approved the continuation of the Company (the "Continuation") from Nevada to the Canadian federal jurisdiction pursuant to the Canada Business Corporations Act (the "CBCA"). The Continuation is subject to the approval of
the shareholders of the Company. The Company has filed a registration statement with the Securities and Exchange Commission in connection with a special meeting of the shareholders to be held to consider and, if approved, adopt a resolution of the
shareholders approving the Continuation. If the Continuation is completed, the Company will cease to be a Nevada corporation and will be governed as a Canadian federal corporation under the CBCA.

Employees and Consultants

The Registrant has no employees, with the exception of our sole executive officer, Mr. Michael Hart, and has not retained the services of any consultants, other than the following: On October 1, 2007, the Company entered into a consulting agreement
to provide advisory services to the Company on an on-going basis that includes monthly compensation of $5,000 per month.

The Registrant is in the start-up stage and none of the Registrants executive officers have employment agreements with the Registrant.

Administration Contract

The Registrant receives corporate services from DLJ Management Corp. (DLJ), a subsidiary of Trans-Orient Petroleum Corp, based on an oral agreement. The services consist of shareholder relations and communications, administrative and
accounting support. DLJ Management Corp bills monthly for its services on a cost-recovery basis, billing the Registrant and other companies for costs already incurred with no mark-up or other such charges, for items such as labor, rent, office
costs, and employee benefits. During the nine months ended June 30, 2008, the Company incurred $46,219 (2007: $33,737) of mainly general and administrative costs through DLJ. This amount represents costs incurred by DLJ on behalf of the
Company.

Results of Operations

The Company has incurred losses to date of $3,060,161 which includes a net loss for the third quarter of the 2008 fiscal year of $46,389 (nine months $172,921) versus a third quarter loss of $1,357 (nine months $15,597) last
year.

The Companys loss of $172,921 for the nine months ended June 30, 2008 consisted of general and administrative costs (G&A) of $184,701 as detailed below. These costs were partially offset by interest income being
received by the Company amounting to $33,164.

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Summary of Quarterly Result

Three Month Period Ended June
      30, 2008 $
    Three Month Period Ended
      March 31, 2008 $
    Three Month Period Ended
      December 31, 2007 $
    Three Month Period Ended
      September 30, 2007 $
    Three Month Period Ended June
      30, 2007 $
    Three Month Period Ended
      March 31, 2007 $
    Three Month Period Ended
      December 31, 2006 $
    Three Month Period Ended
      Sept. 30, 2006 $Total Revenue
    -
    -
    -
    -
    -
    -
    -
    -G&A
    (53,963)
    (92,615)
    (38,124)
    (26,456)
    (17,726)
    (30,003)
    (16,455)
    (23,120)Interest Income
    7,574
    10,283
    15,307
    16,723
    16,369
    16,091
    16,127
    14,351Net income (loss) for the period
    (46,389)
    (103,715)
    (22,817)
    (9,733)
    (1,357)
    (13,912)
    (328)
    (8,769)Basic and Diluted loss per share
    (0.00)
    (0.00)
    (0.00)
    (0.00)
    (0.00)
    (0.00)
    (0.00)
    (0.00)


In the periods where net losses are incurred, stock options and
share purchase warrants outstanding were not included in the computation of
diluted loss per share as the inclusion of such securities would be
anti-dilutive.

The Company has not had any discontinued operations or
extraordinary items in the past two years, therefore has not shown the impacts
of these on the net loss and basic/diluted loss per share.

A comparative summary of the Companys G&A costs over the
three and nine month period ending June 30, 2008 is as follows:

|                             |   | 3 months ended June
      30, |  |   | 9 months ended June 30, | 
|---------------------------- | - | ----------------------------- |  | - | ----------------------- | 
|                             |   | 2008                          |  |   | 2007                    | 
|Filing, listing and transfer |   |                               |  |   |                         | 
|agent                        | $ | 982                           |  | $ | 428                     | 
|Consulting                   |   | 15,750                        |  |   | -                       | 
|Office and administration    |   | 4,621                         |  |   | 5,623                   | 
|Professional fees            |   | 25,132                        |  |   | 4,384                   | 
|Wages                        |   | 7,478                         |  |   | 7,291                   | 
|                             | $ | 53,963                        |  | $ | 17,726                  | 

Capital Expenditures

The Company has no material commitments for capital expenditure
at June 30, 2008 or as of the date of this filing.

Liquidity and Capital Resources

The Company did not conduct any financing or investing
activities during the nine months ended June 30, 2008.

The authorized share capital of the Company is 100,000,000
shares of common stock with a par value of $0.00001 per share. At June 30, 2008,
there were 23,200,000

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shares (June 30, 2007: 23,200,000) issued and outstanding, along with 396,000 compensation options and 6,600,000 share purchase warrants. Please refer to Note 3 of the accompanying interim financial statements.

At June 30, 2008 our current assets totaled $1,163,181 compared to $1,318,282 at the beginning of the fiscal year. Our current assets for both periods consisted primarily of cash and cash equivalents. Our current liabilities at June 30, 2008
were $7,126 (September 30, 2007: $10,690). Cash and cash equivalents on hand is currently our only source of liquidity and at the date of this report we feel that we have sufficient working capital on hand to operate for the next twelve
months. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.

Off-Balance Sheet Arrangements and Proposed Transactions

The Company does not have any off-balance sheet arrangements.

Transactions with Related Parties

Please refer to Note 4 of the accompanying interim financial statements.

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This statement permits companies to choose to measure many financial instruments and certain other items at fair value.
This statement expands the use of fair value measurement and applies to companies that elect the fair value option. The fair value option established by this statement permits all entities to choose to measure eligible items at fair value at
specified election dates. This statement is effective as of the beginning of fiscal years that begin after November 15, 2007. SFAS 159 is not expected to have a material impact on the Companys financial position, results of operations or cash
flows.

In December 2007, the FASB issued SFAS No. 141 (revised), Business Combinations. This statement establishes principles and requirements of the acquisition method for business combinations and related disclosures. This statement is
effective for fiscal years beginning on or after December 15, 2008. SFAS 141 (revised) is not expected to have a material impact on the Companys financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements  an amendment of ARB No. 51. This statement clarifies that a non-controlling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This statement is effective for fiscal years beginning on or after December 15, 2008. SFAS 160 is not expected to have a material impact
on the Companys financial position, results of operations or cash flows.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement No. 133. This statement requires qualitative disclosures about the objectives and
strategies for using

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derivatives, quantitative data about the fair value of gains and losses on derivative contracts and details of credit-risk-related contingent features in their hedged positions. This statement also requires the disclosure of the location and amounts
of derivative instruments in the financial statements. This statement is effective for fiscal years and interim periods beginning on or after November 15, 2008. SFAS 161 is not expected to have a material impact on the Companys financial
position, results of operations or cash flows.

Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2008, being the date of our most recently completed
fiscal quarter. This evaluation was carried out under the supervision and with the participation of our principal executive officer and principal financial officer. Based upon that evaluation, our principal executive officer and principal financial
officer concluded that as of the period covered by this report, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting on a timely basis, information required to be disclosed by us in reports that
we file or submit with under the Exchange Act.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including
our principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosure.

During our most recently completed fiscal quarter ended June 30, 2008 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.

The term internal control over financial reporting is defined as a process designed by, or under the supervision of, a registrants principal executive and principal financial officers, or persons performing similar functions, and
effected by such registrants board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and procedures that:

|(a) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;                                                                                                                                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                  
|(b) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
registrant are being made only in accordance with authorizations of management and directors of the registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                  
|(c) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrants assets that could have a material effect on the financial statements.                                                                                                                                  

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PART II OTHER INFORMATION

Legal Proceedings

None.

Unregistered Sales of Equity Securities and Use of
Proceeds

None.

Defaults Upon Senior Securities

None.

Submissions of Matters to a Vote of Security Holders

No matters were submitted to our security holders for a vote
during the nine months ended June 30, 2008.

Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit No.
      Description of Exhibit3.1
      Articles of Incorporation, as filed February
          20, 1997 (1)3.2
      Bylaws
          (1)3.3
      Articles of
          Amendment to the Articles of Incorporation, as filed on July 27, 1998
          (1)10.4
      Consulting
          agreement with PCL (3)31.1
      Certification
          of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
          promulgated under the Securities and Exchange Act of 1934, as amended.
          (2)31.2
      Certification
          of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
          promulgated under the Securities and Exchange Act of 1934, as amended.
          (2)32.1
      Certification
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer) (2)32.2
      Certification
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer) (2)


|(1) | Incorporated herein by reference from our Form 10-SB
      registration statement and all amendments thereto filed with the
      Securities and Exchange Commission, and amendments thereto, SEC file No.
      000-30087.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                            
|(2) | Filed as an exhibit to this Quarterly Report on Form
      10-QSB.                                                                                                                                                         
|    |                                                                                                                                                                                                                            

|(3) | Incorporated herein by reference from our Form 10-KSB
      filed on December 26, 2007, for the fiscal year-ended September 30,
      2007.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

(b) Reports on Form 8-K filed during the quarter.

Additional information relating to the Company is available on www.sedar.com and www.sec.gov.

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SIGNATURES

In accordance with the
requirements of the Exchange Act, the Registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on this 13thday of August, 2008.

|                      | AMG OIL LTD.
|--------------------- | ------------
|                      | (Registrant)
|                      |             
|Date: August 13, 2008 | BY:         
|                      |             
|                      |             
|Date: August 13, 2008 |             
|                      |             

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